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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 20 May 2019: Solon Eiendom ASA (“Solon” or the “Company”) has
successfully completed a private placement of 9,114,361 new shares (the “New
Shares”) at a subscription price of NOK 38.00 per share yielding approximately
NOK 346 million in gross proceeds to the Company (the “Private Placement”). The
Private Placement, which represents approximately 15% of the current outstanding
shares in the Company, was directed towards a group of leading investors subject
to, and in compliance with, applicable exemptions from relevant prospectus or
registration requirements. The subscription price in the Private Placement was
set at a premium to the closing price in the Company’s share of NOK 37.80 on 16
May 2019, the last trading day in the Company’s shares on the Oslo Stock
Exchange prior to this announcement.
The net proceeds from the private placement will be used to fund further
acquisitions of property and to strengthen the Company’s balance sheet.
In connection with the Private Placement, the Board of Directors of the Company
has resolved to set aside the pre-emptive rights of the existing shareholders.
The Board of Directors considers this to be in the best interests of the Company
and the shareholders since it allows the Company to bring in new high quality
investors as shareholders in Solon and to raise capital more efficiently and
with lower transaction costs than in a rights offering. Furthermore, the price
in the Private Placement was set at a premium to the prevailing market price in
the Company’s share.
Notification of allotment of the New Shares in the Private Placement and payment
instructions is expected to be sent to the applicants on 20 May 2019. The
Private Placement is divided into two tranches. One tranche is consisting of
6,076,241 New Shares (“Tranche 1”) and a second tranche of 3,038,120 New Shares
(“Tranche 2”). The share capital increase pertaining to Tranche 1 of the Private
Placement was resolved by the Board of Directors pursuant to an authorization by
the Company’s general meeting held 7 May 2019, while the completion of the
Tranche 2 of the Private Placement is subject to the approval by an
extraordinary general meeting (the “EGM”) to be held in the Company on or about
13 June 2019. Notice of this EGM is expected to be distributed on or about 22
May 2019.
Settlement of the allocated New Shares in Tranche 1 is expected to take place on
or about 22 May 2019. Settlement of the allocated New Shares in Tranche 2 is
expected to take place shortly after the approval by the EGM. Settlement of
Tranche 1 is not conditional upon settlement of Tranche 2 under the Private
Placement, and if the EGM should not approve to issue New Shares in Tranche 2,
or Tranche 2 for another reason should not be completed, acquisition of New
Shares in Tranche 1 will remain final and binding and cannot be revoked or
terminated by the respective applicants. Investors being allocated shares in the
Private Placement have undertaken to vote in favour of Tranche 2 at the EGM.
The New Shares allocated in Tranche 1 will be tradable upon registration of the
share capital increase pertaining to Tranche 1 of the Private Placement with the
Norwegian Register of Business Enterprises (expected on or about 23 May 2019).
The New Shares allocated in Tranche 2 will be registered under a separate ISIN
pending approval of a listing prospectus by the Financial Supervisory Authority
of Norway, and will not be listed or tradable on Oslo Børs until the listing
prospectus has been approved, expected during June 2019.
Following the completion of the Private Placement and the issue of the New
Shares, Solon’s share capital will increase by NOK 9,114,361 to NOK 69,876,773,
comprising 69,876,773 shares with a nominal value of NOK 1.00 per share.
The following primary insiders were allocated New Shares in the Private
Placement:
Primary insider and Chief Executive Officer Stig L. Bech was allocated 26,500
New Shares in the Private Placement. Following the Private Placement, Bech will
hold 26,500 shares in the Company, corresponding to approximately 0.04% of the
share capital following registration of the New Shares.
Vatne Property AS, a company owned by primary insider and Board Member Runar
Vatne was allocated 1,000,000 New Shares in the Private Placement. Runar Vatne
and associated companies will hold 14,130,025 shares in the Company,
corresponding to approximately 20.22% of the share capital following
registration of the New Shares.
UFI AS, a company owned 33.34% by primary insider and Board Member Øystein A.
Landvik, was allocated 200,000 New Shares in the Private Placement. UFI AS will
hold 414,980 shares in the Company, corresponding to approximately 0.59% of the
share capital following registration of the New Shares. UFI AS further holds a
TRS agreement with the underlying exposure to 6,516,332 shares, equaling 9.33%
of the total share capital following registration of the New Shares.
ABG Sundal Collier ASA and Arctic Securities AS have acted as financial advisors
and Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection
with the Private Placement.
For further information, please contact:
Simen Thorsen, Chairman of the Board, Solon Eiendom ASA
Tel: +47 918 86 886, email: st@soloneiendom.no
Stig L. Bech, Chief Executive Officer, Solon Eiendom ASA
Tel: +47 913 72 668, email: slb@soloneiendom.no
About Solon Eiendom
Solon Eiendom is a Norwegian residential real estate development company
focusing on the Oslo and Akershus region.
Important Notice:
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company’s financial advisor is acting
exclusively for the Company and no one else, and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients, or for advice in relation to the transactions, the contents
of this announcement or any of the matters referred to herein. The transactions
and the distribution of this announcement and other information in connection
with the transactions may be restricted by law in certain jurisdictions. The
Company assumes no responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about, and
to observe, any such restrictions. This announcement may not be used for, or in
connection with, and does not constitute, any offer of securities for sale in
the United States or in any other jurisdiction.
The transactions have not, and shall not, be made in any jurisdiction or in any
circumstances in which such offer or solicitation would be unlawful. This
announcement is not for distribution, directly or indirectly in or into any
jurisdiction in which it is unlawful to make any such offer or solicitation to
such person or where prior registration or approval is required for that
purpose. No steps have been taken or will be taken relating to the transactions
in any jurisdiction in which such steps would be required. Neither the
publication and/or delivery of this announcement shall under any circumstances
imply that there has been no change in the affairs of the Company or that the
information contained herein is correct as of any date subsequent to the earlier
of the date hereof and any earlier specified date with respect to such
information.
This announcement is not for publication or distribution, directly or
indirectly, in the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This announcement does
not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
The shares to be issued in the transactions have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “US
Securities Act”) or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States or to, or for the account of, U.S. persons (as such term is
defined in Regulation S under the US Securities Act), except pursuant to an
effective registration statement under, or an exemption from the registration
requirements of, the US Securities Act. All offers and sales outside the United
States will be made in reliance on Regulation S under the US Securities Act.
There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must neither
accept any offer for, nor acquire, any securities to which this document refers,
unless they do so on the basis of the information contained in the investor
material made available by the Company only to qualified persons in certain
jurisdictions where an offer may be made (if an offer is made). This
announcement does not constitute an offer to sell or the solicitation of an
offer to buy or subscribe for, any securities and cannot be relied on for any
investment contract or decision.
This information is subject of the disclosure requirements acc. to §5-12
(Norwegian Securities Trading Act).
http://www.netfonds.no/quotes/release.php?id=20190520.OBI.20190520S18
